Axovant Sciences Ltd. (NYSE:AXON) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On August18, 2017, Axovant Sciences Ltd. (the “Company”) held its 2017 Annual General Meeting of Shareholders (the “Annual Meeting”) in London, United Kingdom. At the Annual Meeting, the shareholders considered and approved the Company’s Amended and Restated 2015 Equity Incentive Plan (the “Amended Plan”), to:

(1) increase the aggregate number of common shares authorized for issuance thereunder by 4,000,000 to an aggregate of 20,466,000 common shares;

(2) for purposes of Section162(m)of the Internal Revenue Code, as amended, increase the per-employee limit on (a)the number of shares subject to appreciation-only equity awards that may be granted to any employee under the Plan during any specified period from 2,000,000 to 7,000,000 common shares, (b)the number of shares subject to performance-based stock awards that may be granted to any employee under the Plan during any specified period from 2,000,000 to 7,000,000 common shares, and (c)the amount of cash subject to performance-based cash awards that may be granted to any employee under the Plan during any specified period from $1,000,000 to $7,000,000; and

(3) adjust the automatic annual share reserve increase from 4% of the total number of shares of capital stock outstanding on March 31 of the preceding calendar year to 4% of the total number of shares of capital stock outstanding on March 31 of the preceding fiscal year.

The Amended Plan was previously approved, subject to shareholder approval, by the Company’s Board of Directors on June1, 2017. The Amended Plan became effective immediately upon stockholder approval at the Annual Meeting. The maximum number of common shares that may be issued under the Amended Plan is 20,466,000 common shares. The number of common shares reserved for issuance under the Amended Plan will automatically increase on April1 of each year, from April1, 2018 continuing through April1, 2025, by 4% of the total number of the Company’s common shares outstanding on March31 of the preceding fiscal year, or a lesser number of shares as may be determined by the Company’s Board of Directors. The maximum number of common shares that may be issued to the exercise of incentive options under the Amended Plan is 47,500,000.

A more complete summary of the terms of the Amended Plan is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July21, 2017. That summary and the foregoing description are qualified in their entirety by reference to the text of the Amended Plan, which is filed as Exhibit10.1 hereto and incorporated herein by reference.

Item 5.02 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the shareholders considered and approved three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July21, 2017. Of the 107,487,925 common shares outstanding as of the record date, 101,166,729 shares, or 94.1%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of shareholders at the Annual Meeting.

Proposal No.1: David T. Hung, M.D., Atul Pande, M.D. and Vivek Ramaswamy were elected to serve as ClassII Directors until the Company’s 2020 Annual General Meeting of Shareholders and until their successors are duly elected, by the following votes:

Proposal No.2: The shareholders approved the Company’s Amended and Restated 2015 Equity Incentive Plan to increase the aggregate number of common shares authorized for issuance thereunder by 4,000,000 common shares and make certain changes to share limits and share increase provisions, by the following votes:

Proposal No.3: The shareholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst& Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending March31, 2018, appointed Ernst& Young LLP as the Company’s auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, for the Company’s fiscal year ending March31, 2018 and authorized the Company’s Board of Directors, through the Audit Committee, to set the remuneration for Ernst& Young LLP as the Company’s auditor for the Company’s fiscal year ending March31, 2018, by the following votes:

Item 5.02 Financial Statements and Exhibits.